EXHIBIT 10.3


 


FORM OF


AMENDED AND RESTATED


CROWN MEDIA HOLDINGS,
INC.


RESTRICTED STOCK UNIT
AGREEMENT


 


THIS AMENDED
AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (the “Amended Agreement”) is made
and entered into as of
                          ,
2004, by and between Crown Media Holdings, Inc. a Delaware corporation
(“Crown”) and
                      (“Executive”)
pursuant to the terms and conditions of the Amended and Restated Crown Media
Holdings, Inc. 2000 Long Term Incentive Plan (the “Plan”) and hereby amends and
restates the Restricted Stock Unit Agreement between the parties (“Agreement”)
dated as of May 29, 2003 (“Grant Date”). 
Capitalized terms not defined in this Amended Agreement shall have the
meanings set forth in the Plan.


 


1.  Award of Restricted
Stock Units.


 


Pursuant to the Plan, Crown awarded to Executive                       
Restricted Stock Units
(“RSUs”), each unit corresponding to one share of Crown Common Stock (as
defined in the Plan), subject to the terms and conditions set forth in this
Agreement and the Plan.  A copy of the
Plan has been delivered to the Executive. By signing below, the Executive
agrees to be bound by all the provisions of the Plan. Each RSU constitutes an
unsecured promise of Crown to deliver either a share of Common Stock or cash in
an amount equivalent to one share of Common Stock to Executive on the Delivery
Date (as defined below).  As a holder of
RSUs, Executive has only the rights of a general unsecured creditor of Crown.


 


2.  Vesting.


 


Subject to continued employment with Crown and/or its affiliates
as of each anniversary of the Grant Date (unless one of the events enumerated in Section 4 of this
Agreement shall have occurred)
the RSUs shall vest and become nonforfeitable in equal one-third installments
(or as nearly equal installments as practicable) on each of the first, second
and third anniversaries of the Grant Date. 
In the event
of a Change in Control, subject to the Executive’s continued employment with
Crown as of the date of the Change in Control (unless one of the events
enumerated in Section 4 of this Agreement shall have occurred), all unvested
RSUs shall vest.  Each anniversary of
the Grant Date, the date on which a Change in Control occurs and the date on
which any one of the events in Section 4 occurs shall be a “Vesting Date.”


 

















 


3.  Settlement of RSU
Award.


 


(a) Settlement. 
Subject to any cancellation of the RSUs pursuant to Section 4, Crown
shall deliver to Executive on the Delivery Date, at Crown’s sole, absolute and
unfettered discretion, either:  (1) the
number of shares of Common Stock corresponding to such RSUs; or (2) cash in an
amount equal to the number of shares of Common Stock corresponding to such RSUs
multiplied by the average of the Fair Market Value (as defined below) of the Common
Stock for the immediately preceding 14 business days including the Vesting Date
(or, if such Vesting Date does not fall on a business day, as of the business
day immediately preceding the Vesting Date) unless Executive has otherwise
elected to defer receipt of such award in accordance with Committee
authorization or pursuant to the terms of a nonqualified plan adopted by
Crown.  Crown shall have sole, absolute
and unfettered discretion in determining whether to deliver shares of Common
Stock or cash in an amount equivalent to the number of shares of Common Stock
on the Vesting Date.


 


(b) Change in Control Settlement.  Notwithstanding Section 3(a), in the event of a Change in
Control, Section 10(c) of the Plan shall apply to RSUs.  RSUs shall be settled under Section 3(a)
using the Change in Control Price pursuant to Section 10(c) of the Plan
applicable to non-Incentive Stock Option holders.


 


(c) Dividend and Stock Split Equivalents.  For so long as Executive holds RSUs, at the
time any dividend is paid with respect to a share of Common Stock or any
forward stock split occurs, Crown shall credit to the RSU award of the
Executive on the same date (or as soon as practicable thereafter) in respect of
each RSU held by the Executive as of the record date for such dividend or split
an amount at Crown’s sole, absolute and unfettered discretion, in cash, Common
Stock, or other property, or in a combination thereof, in each case having a
value equal to the dividend or split, subject to any deferral election by Executive
in accordance with Committee authorization or pursuant to the terms of a
nonqualified plan adopted by Crown. 
Such amounts shall vest and shall be paid on a pro rata basis at the same time as the
underlying RSU award is settled.


 


4.  Termination of RSUs
and Non-Delivery Upon Certain Other Events, Acceleration of Vesting.


 


Executive’s rights with respect to any outstanding unvested RSUs
shall immediately terminate and no payment shall be made in respect of such
RSUs if prior to the Vesting Date Executive experiences a Termination of
Employment (as defined in the Plan).  Notwithstanding the foregoing, any
outstanding unvested RSUs shall vest immediately upon an Executive’s
Termination of Employment by reason of : (1) the death of the Executive; (2)
the Disability of the Executive ; (3) the retirement of the


 

















 


Executive from Crown at the
“normal retirement age” as defined in the Hallmark Affiliates Employee Savings
Plan, or any successor plan; (4) upon an Executive’s involuntary Termination of
Employment without Cause within 90 days prior to the date on which a Change in
Control occurs; or (5) an Executive’s involuntary Termination of Employment
without Cause within 90 days of the date on which any sale, merger, or other
disposition or sale of substantially all of the assets of the Crown subsidiary
or affiliate for which Executive is principally employed occurs (such
determination of principal employment to be made by Crown in its reasonable
discretion).


 


5.  Definitions.  For purposes of this Agreement:


 


(a) “Delivery Date” means the day immediately following a given
Vesting Date.


 


(b)  “Fair Market Value”
means “Fair Market Value” as defined in the Plan; provided, however, that if
there is no regular public trading market for such Common Stock, “Fair Market
Value” shall mean the value established by the most recent independent
appraisal of Crown conducted prior to the relevant Delivery Date.


 


6.  Withholding Tax.


 


Executive may be subject to withholding taxes as a result of the
settlement of RSUs. Unless the Committee permits otherwise, Executive shall pay
to Crown in cash, promptly when the amount of such obligations become
determinable, all applicable federal, state, local and foreign withholding
taxes that Crown determines result from such settlement. Unless the Committee
otherwise determines and subject to such rules and procedures as the Committee
may establish, Executive may make an election to have shares of Stock withheld
by Crown or to tender any such securities to Crown to pay the amount of tax that
Crown in its discretion determines to be required so to be withheld by Crown
upon settlement of RSUs, subject to satisfying any applicable requirements for
compliance with Section 16(b) of the Exchange Act. Any shares of Stock or other
securities so withheld or tendered will be valued as of the date they are
withheld or tendered, provided that Stock shall be valued at Fair Market Value
on such date. Unless otherwise permitted by the Committee, the value of shares
withheld or tendered may not exceed the minimum federal, state, local and
foreign withholding tax obligations as computed by Crown.


 


7.  Non-transferability.


 


No RSUs shall be assignable or otherwise transferable by
Executive. During the life of Executive any elections with respect to RSUs may
be made only by Executive or Executive’s guardian or legal representative.


 

















 


8.  Counterparts.


 


This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


9.  Governing Law.


 


This Agreement shall be governed by the laws of the State of
Delaware, without regard to conflict of law principles.


 


	
   

  	
  CROWN MEDIA
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE